Financial Resale Agreement

FINANCIAL RESALE AGREEMENT

This Financial Resale Agreement (the "Agreement") is made and entered into as of by and between:

Seller Name:

Buyer Name:

RECITALS

WHEREAS, Seller owns or controls certain financial assets, accounts receivable, loan interests, notes or other financial instruments (collectively, "Assets"); and

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, certain specified Assets on the terms and subject to the conditions set forth in this Agreement.

SECTION 1 — DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set forth in this Section or elsewhere in the Agreement. "Closing" means the date and time that the sale and transfer of Assets is consummated as provided in Section 5. "Purchase Price" means the aggregate consideration payable by Buyer for the Assets as set forth in Section 2.

SECTION 2 — DESCRIPTION OF ASSETS & PURCHASE PRICE

Seller agrees to sell, assign and transfer to Buyer, and Buyer agrees to purchase from Seller, the Assets listed in Schedule A attached hereto. At Closing Buyer will pay the Purchase Price to Seller according to the allocation set forth below.

Subtotal Purchase Price:

Taxes or Other Adjustments:

Total Purchase Price Due at Closing:

SECTION 3 — CLOSING; PAYMENT TERMS

Closing will occur on or such other date as the parties mutually agree in writing. At Closing:

(a) Seller will deliver to Buyer fully executed instruments of assignment and such other documents as are necessary to transfer and vest in Buyer title to the Assets free and clear of encumbrances, other than permitted encumbrances disclosed in Schedule B.

(b) Buyer will pay the Purchase Price by wire transfer of immediately available funds to Seller's account specified in the Payment Instructions below, subject to set-offs specifically agreed in writing.

SECTION 4 — REPRESENTATIONS & WARRANTIES

Seller represents and warrants to Buyer that, as of the date hereof and as of the Closing: (a) Seller has good and marketable title to the Assets being sold, free and clear of all liens, security interests and encumbrances except as disclosed in Schedule B; (b) the Assets are valid, enforceable obligations to the extent evidenced by written instruments and are not subject to any offset, counterclaim or defense; (c) Seller has full power and authority to transfer the Assets and to enter into this Agreement; and (d) there is no pending or threatened litigation that would materially impair the collectability or enforceability of the Assets.

Buyer represents and warrants to Seller that Buyer has full power and authority to enter into this Agreement, to consummate the transactions contemplated herein, and that Buyer is acquiring the Assets for its own account and not with a view to distribution in violation of applicable securities laws.

SECTION 5 — COVENANTS; COLLECTIONS

From and after the Closing, Buyer shall have the right to collect and exercise all remedies with respect to the Assets. Seller covenants to cooperate in the transition of servicing and to deliver all records and documentation pertaining to the Assets. Any amounts collected post-Closing on assets sold shall be for Buyer's account except to the extent expressly credited in writing at Closing.

SECTION 6 — TAXES AND ALLOCATIONS

Unless otherwise agreed in writing, Seller is responsible for any taxes, assessments or governmental charges accruing with respect to the Assets prior to the Closing. Buyer is responsible for all taxes arising after the Closing. The parties will cooperate in good faith to allocate purchase price for tax reporting purposes and to provide each other with necessary tax forms.

SECTION 7 — INDEMNIFICATION

Seller shall indemnify, defend and hold Buyer harmless from and against any loss, liability or expense (including reasonable attorneys' fees) arising out of any breach of Seller's representations, warranties or covenants. Buyer shall indemnify, defend and hold Seller harmless from and against any loss, liability or expense arising out of Buyer's collection activities or breach of Buyer's representations, warranties or covenants. A party seeking indemnity must provide prompt written notice and an opportunity to assume the defense.

SECTION 8 — DEFAULT; REMEDIES

If a party materially breaches this Agreement and fails to cure within 15 days after written notice, the non-breaching party may pursue all remedies available at law or in equity, including specific performance, injunctive relief and recovery of damages, including reasonable attorneys' fees and costs incurred in enforcing the Agreement.

SECTION 9 — CONFIDENTIALITY

The parties agree to maintain the confidentiality of non-public information obtained in connection with this Agreement and the Assets, except as required by law or as necessary to effectuate the transactions contemplated hereby. Confidential information may be disclosed to a party's advisors, legal counsel or accountants subject to customary confidentiality obligations.

SECTION 10 — GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State selected below without regard to conflict of laws principles. Any dispute arising under or relating to this Agreement shall be resolved by binding arbitration or in the courts located in the selected jurisdiction as elected by the non-breaching party.

Governing Law State:

SECTION 11 — NOTICES

All notices, requests, consents and other communications hereunder shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice given in accordance with this Section.

SECTION 12 — MISCELLANEOUS

(a) Entire Agreement: This Agreement, together with the Schedules and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

(b) Amendments: No amendment or waiver shall be effective unless in writing and signed by both parties.

(c) Assignment: Neither party may assign its rights or delegate its obligations hereunder without the prior written consent of the other party, except that Buyer may assign to an affiliate or a successor purchaser of the Assets.

SCHEDULE B — PERMITTED EXCEPTIONS TO TITLE

CERTIFICATIONS

Each party certifies that it is authorized to execute this Agreement and that this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms. Each party further certifies that the execution, delivery and performance of this Agreement does not violate any contract or law applicable to the certifying party.

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